Mechanics Bancorp (MCHB) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 29, 2025, with shareholders able to vote and submit questions online.

• Shareholders will vote on the election of eight directors, an advisory say-on-pay proposal, and ratification of the external auditor.

• The board recommends voting in favor of all proposals and highlights ongoing shareholder engagement and governance practices.

• The proxy statement does not address the proposed merger with Mechanics Bank; a separate meeting will be held for that matter.

Voting matters and shareholder proposals

• Proposals include electing eight directors, approving executive compensation (advisory), and ratifying Crowe LLP as auditor (advisory).

• Majority voting standard applies for uncontested director elections; no cumulative voting.

• Shareholders can submit proposals for the 2026 meeting by December 16, 2025.

• Shareholders with at least 10% of shares can call a special meeting.

Board of directors and corporate governance

• Eight director nominees, with an average tenure of 7 years and 38% women.

• Seven of eight directors are independent; all committees except Executive are fully independent.

• Board refreshment and diversity are emphasized, with a formal onboarding process for new directors.

• Lead Independent Director role is clearly defined; board committees oversee key governance areas.

• Annual board and committee self-evaluations are conducted.